CommonWell Member Agreement — OK to sign? 🚦

Asked: Demis · reviewed by Brad (legal) + Sundar (compliance) · 22 Jun 2026 · DRAFT, not legal advice

🛑 NOT YET

Both Brad & Sundar independently land on "do not sign as-is." The paper is structurally normal — but the deal you think you're signing isn't the deal on the page, and 6 documents it binds you to aren't even in your hands.

💭 What you think you're buying

$15k flat = $10k membership + $5k implementation

3-year term · "starter-friendly" · low-risk try-out

➜

🧾 What Exhibit B actually says

Membership (HIT Tier 1, <$5M): $25,500 / yr not $10k

Implementation: $10k → $5k w/ 3-yr commit ✅ (this is your $10/$5)

+ Required insurance §15.3: ~$50–150k / yr > the fee

3-yr all-in ≈ $80k fees alone — your "$10k membership" isn't written anywhere in this copy.

🔴 Brad — legal must-fix

Price isn't in the doc. §15.16 voids any side quote/PO — the rate must be typed into Exhibit B or it's $25.5k.
Uncapped liability for confidentiality + IP indemnity (§12.1 carve-outs) — can exceed your whole cap table.
$9M insurance stack required day 1, no cure period (§15.3).
120-day non-renewal trap on a 36-mo auto-renew (§8.1).
Unilateral amendment — terms & fees can change under you (§6).

🔴 Sundar — compliance must-fix

§2.4 PHI de-ID grant SURVIVES termination — forever. Alliance can keep de-identifying your patients' data to "improve services" after you leave.
You'd warrant every hospital BAA already permits that use (§4.4.5.1) — standard BAAs don't. False-warranty risk on day 1.
The actual HIPAA BAA is a web link — unread, can change (§4.4.5.2).
This §2.4 clause is exactly what blows up a hospital decision room — the room you joined CommonWell to win.

❓ The bigger question neither doc asks

Do you even need to sign this? Both reviewers independently flagged it: Health Gorilla (BAA already pending) reaches patient records through CommonWell / Carequality internally via Patient360.

If HG covers the "pull prior GI records at intake" use case, direct membership adds $80k + $9M insurance + the §2.4 PHI surface for little extra benefit.

→ This is a buy-decision, not just a redline. Settle it first.

✅ Next 3 moves (in order)

1Decide need. 30-min w/ counsel + eng: does Health Gorilla already cover GI-records-in? If yes → don't sign.

2Get the real number in writing → into Exhibit B. Confirm tier (HIT $25.5k vs Provider $5–8.75k) + insurance quote.

3Pull the 6 linked docs (BAA, EULA, Membership Agmt, Bylaws, Policies, Spec) → Olender Feldman, esp. §2.4.

⚠️ Separate matter: the AMA CPT license review is already done & going to counsel 6/23 — different document, don't conflate.

Memos on disk → legal: 2026-06-22-commonwell-msa-redflags.md · compliance: 2026-06-22-commonwell-msa-compliance.md. Every [verify] item is for Olender Feldman. Do not sign / send.